Richard Cohen
About Richard Cohen
Richard Cohen, age 74, is an independent director of Direct Digital Holdings (DRCT) since 2021, chair of the Audit Committee and designated “audit committee financial expert.” He is President of Richard M Cohen Consultants (since 1996), with prior leadership roles including Founder/Managing Partner at Chord Advisors, Interim CEO and director at CorMedix Inc., and Partner at Novation Capital. He holds a B.S. (Economics, Wharton) and an M.B.A. (Stanford) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chord Advisors | Founder & Managing Partner | Mar 2012 – Jul 2015 | Provided outsourced CFO services |
| CorMedix Inc. (NASDAQ: CRMD) | Interim CEO & Director | Mar 2012 – Jul 2015 | Operational oversight; board governance |
| Novation Capital | Partner | Jul 2001 – Aug 2012 | Financial advisory; firm sold to PE |
| Rodman & Renshaw (investment bank) | Audit Committee Member | Jul 2008 – Aug 2012 | Audit oversight |
| Helix BioMedix (former public) | Director; Audit Committee Member | Since 2005 | Audit experience; dermatology/consumer products |
External Roles
| Organization | Role | Tenure | Status/Notes |
|---|---|---|---|
| Great Elm Capital Corp. (public investment company) | Director | Since Mar 2022 | Current public company directorship |
| Smart for Life, Inc. (NASDAQ: SMFL) | Director | Feb 2022 – Aug 2022 | Prior public board |
| 20/20 GeneSystems Inc. (private, diagnostics) | Director | Since 2018 | Private company board |
| Ondas Networks, Inc. (NASDAQ: ONDS) | Director | Since 2016 | Current public board |
| Helix BioMedix (former public) | Director; Audit Committee | Since 2005 | Ongoing service; audit experience |
Board Governance
- Independence: The Board determined on Oct 14, 2024 that Richard Cohen is independent under Nasdaq and SEC rules; he is also the Audit Committee chair and an “audit committee financial expert.” Lead Independent Director is Antoinette Leatherberry (since Jan 2022) .
- Board structure: CEO Mark Walker serves as Chairman; Board currently five members. Independent director sessions are regularly scheduled .
Committee Assignments and Activity (FY2024)
| Committee | Role | Meetings (FY2024) | Notes |
|---|---|---|---|
| Audit Committee | Chair | 12 | All members independent; Cohen designated financial expert |
| Compensation Committee | Member | 5 | Chair: Mistelle Locke; all independent |
| Nominating & Corporate Governance Committee | Member | 4 | Chair: Antoinette Leatherberry; all independent |
Attendance and Engagement (FY2024)
| Item | Detail |
|---|---|
| Board meetings held | 10 |
| Director attendance | Each incumbent director attended at least 75% of Board and committee meetings |
| Annual meeting | All directors attended the 2024 annual meeting |
Fixed Compensation
| Year | Fees earned/paid in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,000 | 21,009 | 61,009 |
- Cash retainer policy (2024): Board retainer $30,000; Audit Chair $10,000; Compensation Chair $5,000; Nominating/Gov Chair $3,500; no member fees; reimbursed expenses .
- Change effective 2025: Annual Board retainer increased from $30,000 to $40,000 (effective Jan 1, 2025) .
Performance Compensation
| Equity Award Type | Shares (#) | Grant Date | Status/Vesting |
|---|---|---|---|
| RSU (unvested as of 12/31/2024) | 16,462 | Jun 10, 2022 | Time-based vesting; typical 1–3 years; may accelerate on change of control |
| RSU (unvested as of 12/31/2024) | 16,410 | Jun 12, 2023 | Time-based vesting; typical 1–3 years; may accelerate on change of control |
| Stock awards (grant-date fair value) | — | 2024 | $21,009 (aggregate fair value for 2024) |
The Company has no fixed policy for director equity awards; historically annual RSUs vest over one to three years subject to continued service; vesting may accelerate on change in control .
Other Directorships & Interlocks
| External Company | Relationship to DRCT | Potential Interlock/Conflict |
|---|---|---|
| Great Elm Capital Corp. | Investment company; no DRCT relationship disclosed | None disclosed; Audit Committee reviews related-person transactions |
| Ondas Networks, Inc. | Wireless data/drone solutions; no DRCT relationship disclosed | None disclosed |
| 20/20 GeneSystems Inc. | Private diagnostics; no DRCT relationship disclosed | None disclosed |
| Smart for Life, Inc. | Nutritional products; prior short tenure | None disclosed |
Related-person transactions: Since Jan 1, 2024, other than compensation and standard arrangements, no transactions ≥$120,000 involving directors or their affiliates; Audit Committee reviews and approves any related-party transactions under a chartered process .
Expertise & Qualifications
- Financial oversight: Audit chair; “audit committee financial expert”; extensive audit committee experience at multiple companies .
- Executive leadership: Interim CEO and board member at CorMedix; founder of financial advisory/CFO services firm .
- Education: B.S. Economics (Wharton), M.B.A. (Stanford) .
Equity Ownership
| Metric | As of 2025-03-31 | As of 2025-08-31 |
|---|---|---|
| Class A shares beneficially owned (#) | 55,905 | 70,302 |
| Class A beneficial ownership (%) | <1% | <1% |
| Class B shares beneficially owned (#) | — | — |
| Class B beneficial ownership (%) | — | — |
| Total voting power beneficially owned (#) | 55,905 | 70,302 |
| Total voting power beneficially owned (%) | <1% | <1% |
Capital structure context: As of Mar 31, 2025, DDM held 10,798,000 Class B shares (100% of Class B), giving directors/executives group 62.8% of voting power; as of Aug 31, 2025, directors/executives/5% holders collectively had ~46.9% voting power .
Governance Assessment
-
Strengths
- Independent director with deep financial expertise; chairs an active Audit Committee (12 meetings in 2024) and signs the Audit Committee report, indicating robust oversight of financial reporting and auditor independence .
- Demonstrated engagement: Board met 10 times; committee activity substantive; each director met ≥75% attendance; all directors attended the 2024 annual meeting .
- Compensation is modest and balanced (2024: $40,000 cash; $21,009 equity), aligning with small-cap norms and limiting excessive guaranteed pay; policy increases 2025 board retainer to $40,000 .
- No related-party transactions ≥$120,000 involving directors or their affiliates since Jan 1, 2024; Audit Committee reviews related-party matters under written charter .
-
Risks / RED FLAGS
- Combined CEO/Chair structure may reduce independent oversight; mitigated by presence of Lead Independent Director (Leatherberry) .
- Low individual ownership (<1%)—alignment signal is limited; though RSU awards provide some equity exposure .
- Dual-class and insider voting concentration: DDM’s Class B holdings materially concentrate control (e.g., 62.8% group voting power as of Mar 31, 2025; ~46.9% as of Aug 31, 2025), which can diminish minority shareholder influence on governance .
Overall: Cohen’s independence, audit expertise, and committee leadership support board effectiveness; structural risks (combined chair/CEO, voting concentration) are broader governance issues at DRCT rather than director-specific concerns .